Headlam’s Group plc (Headlam) employment handbooks/ terms and conditions clearly set out the way in which it expects employees to conduct themselves in their approach to work and with relationships with customers and suppliers. The Bribery Act reinforces the need for Headlam employees to continue to conduct themselves in accordance with these guidelines.

1.    The Company is committed to developing a culture where we conduct all of our business in an honest and ethical manner. We want all colleagues to work in an environment where we observe and uphold our position on bribery and corruption and all colleagues know how to recognise and deal with bribery and corruption issues.

It is a criminal offence to offer, promise, give, request, or accept a bribe. Individuals found guilty can be punished by up to ten years' imprisonment and/or a fine. As an employer if we fail to prevent bribery, we can face an unlimited fine and damage to our reputation. We therefore take our legal responsibilities very seriously.

In this policy, third party means any individual or organisation you come into contact with during the course of your work for us, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

2.    The scope of this policy is Group-wide and applies to all officers, colleagues, customers, operations, businesses and legal entities. For outsourced, joint venture or delegated operations, management should satisfy itself as far as is reasonably practical that systems and controls are appropriate to monitor and control bribery and corruption risk, in line with the objectives set out in this policy.

3.    The following actions are among those considered to fall within the definition of bribery and corruption:

a.    Bribery is offering, promising, giving or accepting any financial or other advantage, to induce the recipient or any other person to act improperly in the performance of their functions, or to reward them for acting improperly, or where the recipient would act improperly by accepting the advantage.
b.    An advantage includes money, gifts, loans, fees, hospitality, services, discounts, the award of a contract or anything else of value.
c.    A person acts improperly where they act illegally, unethically, or contrary to an expectation of good faith or impartiality, or where they abuse a position of trust. The improper acts may be in relation to any business or professional activities, public functions, acts in the course of employment, or other activities by or on behalf of any organisation of any kind.
d.    Corruption is the abuse of entrusted power or position for private gain.

4.    It is not acceptable for you (or someone on your behalf) to:

i.    give, promise to give, or offer, a payment, gift or hospitality with the expectation or hope that a business advantage will be received, or to reward a business advantage already given;

ii.    give or accept a gift or hospitality during any commercial negotiations if this could be perceived as intended or likely to influence the outcome;

iii.    accept a payment, gift or hospitality from a third party that you know or suspect is offered with the expectation that it we will provide a business advantage for them or anyone else in return;

iv.    accept hospitality from a third party that exceeds a total amount of £1,000 without prior approval from a member of the Executive Team;

v.    offer or accept a gift to or from government officials or representatives, or politicians or political parties;

vi.    threaten or retaliate against another individual who has refused to commit a bribery offence or who has raised concerns under this policy; or

vii.    engage in any other activity that might lead to a breach of this policy.

5.     Avoiding Conflicts of Interests

The potential for bribery and corruption to occur can be heightened in situations where there is a potential conflict of interest. In order to avoid a conflict of interest occurring, all colleagues should observe the following guidance:

i.    Consider your financial interests – You, your spouse, a relative or friend should not personally benefit from any payment or sale. E.g. If your spouse, relative or friend owns a company that will earn money as a result of a payment or sale.

ii.    Personal Relationships – You may have a relationship with someone who may benefit from your position. E.g. If your site requires a new cleaning company and your brother own such a company, it may be a conflict of interest if you give this contract to your brother.

iii.    Knowing where you may encounter situations where a conflict of interest may arise - Knowing what you may encounter in your day to day work will help you prepare for dealing with the situation if it arises. E.g. If you are attending an industry social event and a customer asks you to give them a better price than the price on the published price list.

If there is the possibility that a conflict of interest has or might occur then you should disclose this to your Branch Manager immediately. Even if you have not benefitted financially from the conflict you should disclose it to the Branch Manager.

6.     Facilitation payments and kickbacks

We do not make, and will not accept, facilitation payments or "kickbacks" of any kind.

Facilitation payments, also known as "back-handers" or "grease payments", are typically small, unofficial payments made to secure or expedite a routine or necessary action (for example by a government official). They are not common in the UK, but are common in some other jurisdictions.

Kickbacks are typically payments made in return for a business favour or advantage.

You must avoid any activity that might lead to a facilitation payment or kickback being made or accepted by us or on our behalf, or that might suggest that such a payment will be made or accepted. If you are asked to make a payment on our behalf, you should always be mindful of what the payment is for and whether the amount requested is proportionate to the goods or services provided. You should always ask for a receipt which details the reason for the payment. If you have any suspicions, concerns or queries regarding a payment, you should raise these with the Branch Manager.

7.     Customer Incentives

Customer Incentives are accepted practice in our industry within the following guidelines:

•    Large Schemes – Where a business undertakes the practice of agreed customer uplifts to fund e.g. a cruise, holiday or similar this is an accepted practice providing the proper procedures are followed. If there is any doubt of these procedures, please contact a member of the Executive Team. The uplift must only be agreed or carried out with the knowledge of the owner / senior manager of the business and supported by an Authority to Participate Form which is available from your Financial Controller or the Company’s Intranet. Finance guidelines and practices for managing and accounting for the uplift and taxation implications must be adhered to at all times.

•    General Customer Promotions – Customer incentives such as hampers, vouchers, Christmas turkeys and drinks are an acceptable practice. Different tax treatment applies depending on the value of the gift, so in all circumstances, finance guidelines and practices for managing and accounting for any potential taxation implications must be adhered. Under no circumstances should a there be an uplift in invoice price in order for the manager or member of staff to receive such an incentive.

If any colleague is ever in doubt in relation to a Customer incentive, they should seek guidance from their manager and refer to this policy before taking any action.

8.     Supplier Incentives

Supplier Incentives are accepted practice in our industry within the following guidelines:

•    Supplier or Customer Event Funding – The funding of any supplier or customer event must be agreed in advance by a member of the Executive Team and must benefit the supplier or customers entire business and not be purely for the benefit of the business owner/ leader or individual seeking the funding.

9.     Gifts and Hospitality

a.    This policy allows reasonable and appropriate hospitality or entertainment given to or received from third parties, for the purposes of:

i.    establishing or maintaining good business relationships;

ii.    improving or maintaining our image or reputation; or

iii.    marketing or presenting our products and/or services effectively.

Hospitality and events are accepted practice in our industry within the following guidelines:

•    All hospitality events of any kind with a value over £1,000 must be pre-authorised by the Executive Team.

•    All attendance at corporate hospitality events with a value over £250 must be recorded on the Register of hospitality and gifts (see Record Keeping document which is Appendix 1 to this policy) which is held by the Financial Controller on each site.

•    Lunches and dinners with suppliers or customers with a value of over £250 outside the course of normal business meetings should be recorded

•    Any overnight accommodation which occurs outside of a normal business trip and is paid for by a customer and supplier with a value over £250 should be recorded.

b.    The giving and accepting of gifts are allowed if the following requirements are met:

i.    it is £50 or less in value;

ii.    it is not made with the intention of influencing a third party to obtain or retain business or a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favours or benefits;

iii.    it is given in the name of the company, not in an individual’s name;

iv.    it does not include cash or a cash equivalent (such as gift certificates or vouchers);

v.    it is appropriate in the circumstances, taking account of the reason for the gift, its timing and value. For example, in the UK it is customary for small gifts to be given at Christmas;

vi.    it is given openly, not secretly, and recorded in the register; and

vii.    it complies with any applicable local law.

c.    Promotional gifts of low value such as branded stationery to or from existing customers, suppliers and business partners will usually be acceptable.

Any gifts which do not meet the requirements outlined above in item b. or c. should be politely declined.

Reimbursing a third party's expenses, or accepting an offer to reimburse our expenses (for example, the costs of attending a business meeting) would not usually amount to bribery.

However, a payment in excess of genuine and reasonable business expenses (such as the cost of an extended hotel stay). Is not acceptable.

It is appreciated that practice varies between countries and regions and what may be normal and acceptable in one region may not be in another. The test to be applied is whether in all the circumstances the gift, hospitality or payment is reasonable and justifiable. The intention behind it should always be considered

10.    Donations

•    We do not make contributions to political parties.

•    We only make charitable donations that are legal and ethical under local laws and practices. No donation must be offered or made without the prior approval of a member of the Headlam Executive team.

11.    Record Keeping and Training

•    Anti-bribery and corruption awareness training will be undertaken with colleagues in high-risk functions on a regular basis.

•    We must keep financial records and have appropriate internal controls in place which will evidence the business reason for making payments to third parties.

•    You declare and keep a written record of all hospitality or gifts given or received as defined in this policy by completing the Register of hospitality and gifts, which will be subject to managerial review on a quarterly basis by the Company Secretary.

•    You must submit all expenses claims relating to hospitality, gifts or payments to third parties in accordance with our expenses policy and record the reason for expenditure.

•    All accounts, invoices, and other records relating to dealings with third parties including suppliers and customers should be prepared with strict accuracy and completeness. Accounts must not be kept "off-book" to facilitate or conceal improper payments.

12.    Responsibilities

Group (Plc Office) is responsible for:

•    Maintenance of this policy and the Whistleblowing Policy.

•    Maintenance and updating anti-corruption and bribery policies and procedures.

•    Investigation into all known or suspected instances of fraud of corruption or bribery by colleagues, suppliers or customers.

•    Assisting business units with the implementation of this policy, and regular reporting on the effectiveness of the policy.

•    Management of any third parties employed and ensuring their adherence to this policy.

Headlam Businesses are responsible for:

•    Ensuring compliance with this policy throughout their operations.

•    Considering their exposure to corruption and bribery and introducing preventative controls into new and existing systems and processes.

•    Encouraging an open and ethical culture amongst colleagues and management.

•    Reporting all suspected cases of suspected corruption or bribery by a colleague, supplier or customer using the Whistleblowing Policy.

•    Implementing initiatives that enhance anti- corruption and bribery management      effectiveness, including procedures that enable employees to inform management of suspected corruption, bribery and wrongdoing

•    Ensuring that that company belongings are not misappropriated, including but not limited to: stock, resources, vehicles, tools, racking, PPE, information (digital or hard copies), as well as software & systems and any other belonging of the company, tangible or intangible, for the gain of any individual or entity other than the company.

Colleagues are responsible for:

•    reporting known or suspected corruption or bribery, or instances of unethical or illegal behaviour within the company using the guidelines set out in the Group Whistleblowing Policy;

•    and implementing anti-corruption and bribery controls

•    ensuring that they do not  misappropriate company belongings, including but not limited to: stock, resources, vehicles, tools, racking, PPE, information (digital or hard copies), as well as software & systems and any other belonging of the company, tangible or intangible, for the gain of any individual or entity other than the company.

•    ensuring they declare all unauthorised cash takings to the finance team, regardless how said cash was acquired.

13.    Protection

Individuals who refuse to accept or offer a bribe, or who raise concerns or report another's wrongdoing, are sometimes worried about possible repercussions. Everyone should be aware of the importance of preventing and eliminating wrongdoing at work. Colleagues should be watchful for illegal or unethical conduct and are encouraged to report anything of that nature that they become aware of.

The Company wishes to encourage all colleagues to raise any concerns that they may have about the conduct of others in the business or the way in which the business is run. Any matter raised under this procedure will be investigated thoroughly and dealt with in line with

•    The Protection Criteria outlined in the Whistleblowing Policy

•    The principles outlined in the Whistleblowing Policy.

End of Policy